ConocoPhillips (NYSE: COP) CEO converts units and withholds shares for taxes

Rhea-AI Filing Summary

ConocoPhillips Chairman and CEO Ryan Lance reported equity award activity involving stock units and common shares. He exercised or converted 48,990 stock units, which were economically equivalent to common stock and settled one-for-one in 48,990 shares of common stock.

To cover taxes on this award, 18,127 common shares were disposed of at $111.23 per share through a tax-withholding transaction, leaving 37,835 common shares held directly after these entries. Separately, he reports indirect ownership of 432,221 common shares held by the Lance Family Trust, reflecting a transfer of 319,000 shares, and 21,492.003 common shares held indirectly through the ConocoPhillips Savings Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lance Ryan Michael

(Last) (First) (Middle)

16930 PARK ROW DR.

(Street)

HOUSTON TX 77084

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [ COP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2026		M		48,990(1)	A	(2)	55,962	D
Common Stock	02/14/2026		F		18,127	D	$111.23	37,835	D
Common Stock								432,221(3)	I	By Lance Family Trust
Common Stock								21,492.003(4)	I	By ConocoPhillips Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Units	(5)	02/14/2026		M			48,990	(6)	02/14/2026	Common Stock	48,990	$0.00	0	D

Explanation of Responses:

1. The amount includes units acquired as dividend equivalents pursuant to the award agreement.

2. Each stock unit was the economic equivalent of one share of common stock and settled in shares.

3. Amount reflects the transfer by the reporting person to the Lance Family Trust of 319,000 of common stock.

4. Includes units acquired through routine dividend transactions that are exempt under rule 16a-11 and through a qualified plan that are exempt under rule 16b-3.

5. The stock units represent ConocoPhillips common stock on a 1-for-1 basis.

6. The stock units grant settles 3 years from date of grant, subject to earlier or partial settlement upon termination of employment after attainment of age 55 with five years of service, layoff, death or disability, or a change in control.

	Kelly B. Rose, Attorney in Fact (by Power of Attorney)	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ConocoPhillips (COP) CEO Ryan Lance report?

Ryan Lance reported exercising 48,990 stock units into an equal number of ConocoPhillips common shares. He also reported a related tax-withholding disposition of 18,127 common shares and updated direct and indirect ownership positions, including trust and savings plan holdings.

How many ConocoPhillips stock units did the CEO convert to common shares?

The CEO converted 48,990 stock units into 48,990 shares of ConocoPhillips common stock. Each unit was the economic equivalent of one common share and settled on a one-for-one basis, as described in the associated award and footnote disclosures.

Why were 18,127 ConocoPhillips shares disposed of in this Form 4 filing?

The 18,127 ConocoPhillips shares were disposed of to pay taxes tied to the equity award. This tax-withholding disposition occurred at a price of $111.23 per share and was reported with transaction code F, which covers payment of exercise price or tax liabilities using shares.

What is Ryan Lance’s direct ownership of ConocoPhillips common stock after these transactions?

After the reported exercise and tax-withholding disposition, Ryan Lance directly owns 37,835 shares of ConocoPhillips common stock. This figure reflects the remaining balance following conversion of stock units and the delivery of shares to satisfy the related tax obligations.

How many ConocoPhillips shares are held by the Lance Family Trust?

The Lance Family Trust holds 432,221 shares of ConocoPhillips common stock as an indirect ownership position. A footnote explains this amount reflects a transfer of 319,000 common shares from Ryan Lance to the trust, clarifying the source of a substantial portion of the holdings.

What ConocoPhillips holdings are reported through the ConocoPhillips Savings Plan?

The filing reports 21,492.003 shares of ConocoPhillips common stock held indirectly through the ConocoPhillips Savings Plan. These units include amounts acquired via routine dividend transactions and through a qualified plan, both identified as exempt under specific SEC rules for such transactions.

How do the reported stock units for COP’s CEO vest and settle?

The reported stock units represent ConocoPhillips common stock on a one-for-one basis and settle in shares. The grant generally settles three years from the date of grant, with possible earlier or partial settlement upon certain employment terminations, layoff, death, disability, or a change in control.